September 6, 2006

Via Facsimile ((714) 668-6337) and U.S. Mail

Peter J. Tennyson, Esq.
Paul Hastings Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, CA  92626

Re:	Alliance Semiconductor Corporation
	Schedule TO-I filed August 25, 2006
	SEC File No. 005-44755

Dear Mr. Tennyson:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule TO-I

Item 12. Exhibits
1. Please include the exhibits to your Current Report on Form 8-K
filed on August 18, 2006 as exhibits to your Schedule TO-I.

Offer to Purchase
2. In connection with our telephone conversations, please disclose
that the tender offer as currently structured includes certain
elements that do not comply with our rules, that you have sought
relief from those rules and that, absent the relief requested, you
may need to change the structure of the offer.

Purchase of Shares and Payment of Purchase Price, page 13
3. We note that you may not commence payments for tendered
securities
until up to ten business days after the expiration of the offer.
Please address your ability to do so and comply with the
requirements
of Rule 13e-4(f)(5).

Conditions of the Tender Offer, page 15
4. Refer to the last paragraph of this section relating to your
failure to exercise any of the rights described in this section.
This language suggests that once an offer condition is triggered,
you
must decide whether or not to waive the condition.  Note that when
a
condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered
condition(s).  Depending on the materiality of the waived
condition
and the number of days remaining in the offer, you may be required
to
extend the offer and recirculate new disclosure to security
holders.
You may not, as this language seems to imply, simply fail to
assert a
triggered offer condition and thus effectively waive it without
officially doing so.  Please confirm your understanding
supplementally.

Federal Income Tax Consequences, page 22
5. While you may recommend that security holders consult their
individual tax advisors with respect to their particular tax
consequences, you may not "urge" them to do so.  Please revise
here
and elsewhere in your offer document.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since you
are
in possession of all facts relating to the company`s disclosure,
you
are responsible for the accuracy and adequacy of the disclosures
you
have made.


	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Special Counsel
						Office of Mergers and Acquisitions

Peter J. Tennyson, Esq.
Paul Hastings Janofsky & Walker LLP
September 6, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE